Exhibit 3                                                 Amended April 25, 2003
                                                            Approved May 2, 2003


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                              TASTY BAKING COMPANY
                                -----------------

                                     BY-LAWS
                                -----------------


                                    ARTICLE I

                                     OFFICES
                                     -------

         Section 1. The principal office shall be at 2801 Hunting Park Avenue in
the City of Philadelphia, Commonwealth of Pennsylvania. The location of the
principal office shall, at all times, be within the limits of the Commonwealth
of Pennsylvania.

         Section 2. The corporation may also have offices at such other places
both within and without the Commonwealth of Pennsylvania, as the Board of
Directors may, from time to time, determine or the business of the corporation
may require.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS
                            ------------------------

         Section 1. All meetings of the shareholders shall be held in the City
of Philadelphia, Pennsylvania, or at such other places within or without the
Commonwealth of Pennsylvania as the Board of Directors may designate.

         Section 2. The annual meeting of the shareholders shall be held on such
day in the months of April, May or June as the Board of Directors shall
designate, when they shall elect directors and transact such other business as
may properly be brought before the meeting.







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         Section 3. Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the articles of
incorporation may be called at any time by the Chairman of the Board or a
majority of the Board of Directors, or shareholders entitled to cast at least a
majority of the votes which all shareholders are entitled to cast at the
particular meeting, upon written request delivered to the Secretary of the
corporation. Such request shall state the purpose or purposes of the proposed
meeting. Upon receipt of any such request, it shall be the duty of the Secretary
to call a special meeting of the shareholders to be held at such time, not less
than ten nor more than sixty days thereafter, as the Secretary may fix. If the
Secretary shall neglect to issue such call, the person or persons making the
request may issue the call.

         Section 4. Written notice of every meeting of the shareholders,
specifying the place, date and hour and the general nature of the business of
the meeting, shall be served upon or mailed, postage prepaid, at least ten days
prior to the meeting, unless a greater period of notice is required by statute,
to each shareholder.

         Section 5. The officer having charge of the transfer books for shares
of the corporation shall prepare and make at least ten days before each meeting
of shareholders, a complete list of the shareholders entitled to notice of the
meeting and a complete list of the shareholders entitled to vote at the meeting,
arranged in alphabetical order, with the address and the number of shares held
by each which lists shall be kept on file at the principal office of the
corporation and shall be subject to inspection by any shareholder at any time
during usual business hours. Such lists shall also be produced and kept open at
the time and place of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting.

         Section 6. Business transacted at all special meetings of shareholders
shall be limited to the purposes stated in the notice.

         Section 7. The presence, in person or by proxy, of shareholders
entitled to cast at least a majority of the votes which all shareholders are
entitled to cast on a particular matter, shall be requisite and shall constitute
a quorum at all meetings of the shareholders for the transaction of business,
except as otherwise provided by statute or by the articles of incorporation or
by these by-laws. If, however, any meeting of the shareholders cannot be
organized because a quorum has not attended, the shareholders entitled to vote
thereat, present in person or by proxy, shall have power, except as otherwise
provided by statute, to adjourn the meeting to such time and place as they may
determine, but in the case of any meeting called for the election of directors
such meeting may be adjourned from day to day or for


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such longer periods not exceeding fifteen days each as the holders of a majority
of the votes present in person or by proxy and entitled to vote shall direct,
and those who attend the second of such adjourned meetings, although less than a
quorum, shall nevertheless constitute a quorum for the purpose of electing
directors. At any adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been transacted at
the meeting as originally notified.

         Section 8. When a quorum is present or represented at any meeting, any
action to be taken shall be authorized by a majority of the votes cast at such a
meeting by all shareholders entitled to vote thereon, unless the question is one
upon which, by express provision of the statutes or of the articles of
incorporation or of these by-laws, a different vote is required in which case
such express provision shall govern and control the decision of such question.

         Section 9. Each shareholder shall at every meeting of the shareholders
be entitled to vote in person or by proxy, but no proxy shall be voted on after
three years from its date, unless coupled with an interest, and, except where
the transfer books of the corporation have been closed or a date has been fixed
as a record date for the determination of its shareholders entitled to vote,
transferees of shares which are transferred on the books of the corporation
within ten days next preceding the date of such meeting shall not be entitled to
vote at such meeting. In each election for directors, every shareholder entitled
to vote shall have the right, in person or by proxy, to multiply the number of
votes to which he may be entitled by the total number of directors to be elected
in the same election, and he may cast the whole number of such votes for one
candidate or he may distribute them among any two or more candidates. The
candidates receiving the highest number of votes up to the number of directors
to be elected shall be elected.

         Section 10. In advance of any meeting of shareholders, the Board of
Directors may appoint judges of election, who need not be shareholders, to act
at such meeting or any adjournment thereof. If judges of election be not so
appointed, the chairman of any such meeting may and, on the request of any
shareholder entitled to vote or his proxy, shall make such appointment at the
meeting. The number of judges shall be one or three. If appointed at a meeting
on the request of one or more shareholders entitled to vote or proxies, the
majority of shares present and entitled to vote shall determine whether one or
three judges are to be appointed. No person who is a candidate for office shall
act as a judge. The judges of election shall do all such acts as may be proper
to conduct the election or vote with fairness to all shareholders, and shall
make a written report of any matter determined by them and execute a certificate
of any fact found by them, if requested by the chairman of the meeting or any
shareholder

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entitled to vote or his proxy. If there be three judges of election, the
decision, act or certificate of a majority, shall be effective in al respects as
the decision, act or certificate of all.

                                   ARTICLE III

                                    DIRECTORS
                                    ---------

         Section 1. The number of directors which shall constitute the board
shall never be less than three (3) and shall never be more than ten (10). The
Board of Directors may by a vote of not less than a majority of the authorized
number of directors increase or decrease the number of directors from time to
time, without a vote of the shareholders; provided, however, that any such
decrease shall not eliminate any director then in office. Effective with the
election of directors at the annual meeting of shareholders to be held in 1986,
the directors shall be classified, with respect to the time for which they
severally hold office, into three classes, as nearly equal in number as
possible, as shall be provided in the manner specified in these by-laws; one
class to hold office initially for a term expiring at the annual meeting of
shareholders to be held in 1987, another class to hold office initially for a
term expiring at the annual meeting of shareholders to be held in 1988, and
another class to hold office initially for a term expiring at the annual meeting
of shareholders to be held in 1989, with the members of each class to hold
office until their successors are elected and qualified. The number of directors
in each class shall be determined by a vote of not less than a majority of the
authorized number of directors. At the annual meeting of shareholders of the
corporation to be held in 1987 and thereafter, the successors to the class of
directors whose term expires at that meeting shall be elected to hold office for
a three year term and until their successors are elected and qualified.

         Section 2. Except as otherwise prescribed in the articles of
incorporation, notwithstanding anything contained in these by-laws to the
contrary, and notwithstanding the fact that a lesser percentage may be permitted
by law, the affirmative vote of the holders of at least seventy-five percent
(75%) of the voting power of all shares of the corporation entitled to vote
generally in the election of directors, voting together as a single class, shall
be required to remove any director from office without assigning any cause for
such removal at any annual or special meeting of shareholders. Except as
otherwise prescribed in the articles of incorporation, notwithstanding anything
contained in these by-laws to the contrary, and notwithstanding the fact that a
lesser percentage may be permitted by law, the affirmative vote of the holders
of at least seventy-five percent (75%) of the voting power of all shares of the
corporation entitled to vote generally in the election of directors, voting
together as a single class,


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shall be required to alter, amend or adopt any provisions inconsistent with, or
repeal Section 1 or Section 2 of this Article III, or any provision thereof at
any annual or special meeting of shareholders.

         Section 3. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors shall be filled by the
affirmative vote of a majority of the remaining directors, though less than a
quorum. Any director so elected shall hold office for the remainder of the full
term of the class of directors in which the new directorship was created or the
vacancy occurred and until such director's successor shall have been elected and
qualified.

         Section 4. The business of the corporation shall be managed by its
board of directors which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute or by the articles of
incorporation or by these by-laws directed or required to be exercised and done
by the shareholders.

                       MEETINGS OF THE BOARD OF DIRECTORS
                       ----------------------------------

         Section 5. The Board of Directors of the corporation may hold meetings,
both regular and special, either within or without the Commonwealth of
Pennsylvania.

         Section 6. The first meeting of each newly elected Board of Directors
shall be held immediately following the annual meeting of the shareholders at
the corporation's principal office unless a different time and place shall be
fixed by the shareholders at the meeting at which such directors were elected
and no notice of such meeting shall be necessary to the newly elected directors
in order legally to constitute the meeting, provided a majority of the whole
board shall be present. In the event such meeting is not held at such time and
place, or in the event of the failure of the shareholders to fix a different
time or place for such first meeting of the newly elected Board of Directors,
the meeting may be held at such time and place as shall be specified in a notice
given as hereinafter provided for such meetings of the Board of Directors, or as
shall be specified in a written waiver signed by all of the directors.

         Section 7. Regular meetings of the Board of Directors may be held
without notice on the third Friday of each month at the principal office of the
corporation or at such other time or place as shall from time to time be
determined by the board.

         Section 8. Special meetings of the Board may be called by the Chairman
of the Board or Chief Executive Officer on one day's notice to each director,
either personally or by mail or by telegram; special meetings shall be called by
the Chairman of the Board or Secretary in like manner and


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on like notice on the written request of two directors, which request shall
state the purpose or purposes of the proposed meeting.

         Section 9. At all meetings of the board a majority of the directors in
office shall be necessary to constitute a quorum for the transaction of
business, and the acts of a majority of the directors present at a meeting at
which a quorum is present shall be the acts of the Board of Directors, except as
may be otherwise specifically provided in these by-laws, by statute or by the
articles of incorporation. If a quorum shall not be present at any meeting of
directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

         Section 10. If all the directors shall severally or collectively
consent in writing to any action to be taken by the corporation, such action
shall be as valid a corporate action as though it had been authorized at a
meeting of the Board of Directors.

         Section 11. In the event a national disaster or national emergency is
proclaimed by the President or Vice-President of the United States, the
directors, even though there may be less than a quorum present, may take all
actions which they could have taken if a quorum had been present.

         Section 12. One or more directors may participate in a meeting of the
board or any committee of the board by means of conference telephone or similar
communications equipment by means of which all persons participating in such
meeting can hear each other.

                               EXECUTIVE COMMITTEE
                               -------------------

         Section 13. The Board of Directors may, by resolution passed by a
majority of the whole board, designate two or more of its number to constitute
an Executive Committee which, to the extent provided in such resolution shall
have and exercise the authority of the Board of Directors in the management and
business of the corporation. Vacancies in the membership of the committee shall
be filled by the Board of Directors at a regular or special meeting of the Board
of Directors. The Executive Committee shall keep regular minutes of its
proceedings and report the same to the board when required.

                                OTHER COMMITTEES
                                ----------------

         Section 14. The Board of Directors may, by resolution passed by a
majority of the whole board, designate one or more additional committees, each
committee to consist of two or more of


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the directors. Any such committee shall have such powers as are granted to it by
such resolution of the board or by subsequent resolutions passed by a majority
of the whole board. Nothing herein shall limit the authority of the Board of
Directors to appoint other committees consisting, in whole or in part, of
persons who are not directors to carry out such functions as the board may
designate. Unless otherwise provided in any resolution of the Board of Directors
designating a committee pursuant to this Section 14 of Article III, a quorum for
the transaction of business by such committee shall be fifty percent of the
members of such committee then in office, and the acts of a majority of the
members of such committee present at any meeting for which there is a quorum
shall be the acts of the committee. All such committees shall keep regular
minutes of their proceedings and report the same to the board when required.

                            COMPENSATION OF DIRECTORS
                            -------------------------

         Section 15. The Board of Directors shall have the power to fix, and
from time to time to change, the compensation of the directors of the
corporation which compensation may include an annual retainer fee and a fee for
attendance at regular or special meetings of the board and of any committees of
the board.

                                   ARTICLE IV

                                     NOTICES
                                     -------

         Section 1. Notices to directors and shareholders shall be in writing
and delivered personally or mailed to the directors or shareholders at their
addresses appearing on the books of the corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram.

         Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the articles of incorporation or of these
by-laws, a waiver thereof in writing signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.


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                                    ARTICLE V

                                    OFFICERS
                                    --------

         Section 1. The officers of the corporation shall be chosen by the Board
of Directors and shall be a Chairman of the Board, a Chief Executive Officer, a
President, a Vice-President, a Secretary and a Treasurer. The Board of Directors
may also choose additional vice-presidents and one or more assistant secretaries
and assistant treasurers.

         Section 2. The Board of Directors, immediately after each annual
meeting of shareholders, shall elect a Chairman of the Board. The board shall
also annually choose a Chief Executive Officer, a President, a Vice-President, a
Secretary and a Treasurer who need not be members of the board.

         Section 3. The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

         Section 4. The salaries of all officers of the corporation shall be
fixed by the Board of Directors.

         Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote or a
majority of the Board of Directors. Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.

                              CHAIRMAN OF THE BOARD
                              ---------------------

         Section 6. The Chairman of the Board shall preside at all meetings of
the Board of Directors and all meetings of the shareholders and shall perform
such other duties and have such other powers as the Board of Directors may
prescribe from time to time. The Chairman of the Board need not be an employee
of the corporation.

                             CHIEF EXECUTIVE OFFICER
                             -----------------------

         Section 7. The Chief Executive Officer shall have general supervisory
responsibility and authority over the officers of the corporation, shall see
that all orders and resolutions of the Board of Directors are carried into
effect, shall preside at all meetings of the Board of Directors in the


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absence of the Chairman, and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe. The Board of
Directors shall determine the person or persons who shall perform the duties and
exercise the powers of the Chief Executive Officer in the absence or disability
of the Chief Executive Officer.

         Section 8. The Chief Executive Officer shall execute bonds, mortgages
and other contracts requiring a seal, under the seal of the corporation, except
where required or permitted by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly delegated by
the Board of Directors to some other officer or agent of the corporation.

                                  THE PRESIDENT
                                  -------------

         Section 9. The President shall be the chief operating officer of the
corporation, shall, under the direction of the Chief Executive Officer, have
general and active management of the business of the corporation and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe. The Board of Directors shall determine the
person or persons who shall perform the duties and exercise the powers of the
President in the absence or disability of the President.

                               THE VICE-PRESIDENTS
                               -------------------

         Section 10. The Vice-President or Vice-Presidents shall perform such
duties and have such powers as the Board of Directors may from time to time
prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES
                     ---------------------------------------

         Section 11. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders and record all the proceedings of
the meetings of the corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the Executive Committee
when required. He shall give, or cause to be given, notice of all meetings of
the shareholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
President, under whose supervision he shall be. He shall keep in safe custody
the seal of the corporation and affix the same to any instrument requiring it
and, when so affixed, it shall be attested by his signature or by the signature
of an assistant Secretary.

         Section 12. The assistant Secretary, or if there are more than one, the
assistant secretaries in the order determined by the Board of Directors, shall,
in the absence or disability of the


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Secretary, perform the duties and exercise the powers of the Secretary and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS
                     --------------------------------------

         Section 13. The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors.

         Section 14. He shall disburse the funds of the corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
corporation.

         Section 15. If required by the Board of Directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration of the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.

         Section 16. The assistant Treasurer, or if there shall be more than
one, the assistant Treasurers in the order determined by the Board of Directors,
shall, in the absence or disability of the Treasurer, perform the duties and
exercise the powers of the Treasurer and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.

                                   ARTICLE VI

                             CERTIFICATES OF SHARES
                             ----------------------

         Section 1. The certificates of shares of the corporation shall be
numbered and registered in a share register as they are issued. They shall
exhibit the name of the registered holder and the number and class of shares and
the series, if any, represented thereby and the par value of each share or a
statement that such shares are without par value as the case may be.

         Section 2. Every share certificate shall be signed by the Chairman of
the Board and the Treasurer and shall be sealed with the corporate seal which
may be facsimile, engraved or printed.




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         Section 3. Where a certificate is signed (1) by a transfer agent or (2)
by a transfer agent and/or registrar, the signature of such Chairman of the
Board and Treasurer may be facsimile. In case any officer or officers who have
signed, or whose facsimile signature or signatures have been used on, any such
certificate or certificates shall cease to be such officer or officers of the
corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the corporation, such
certificate or certificates may nevertheless be adopted by the corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the corporation.

                         LOST OR DESTROYED CERTIFICATES
                         ------------------------------

         Section 4. The Board of Directors shall direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, destroyed or
wrongfully taken, upon the making of an affidavit of that fact by the person
claiming the share certificate to be lost, destroyed or wrongfully taken. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, destroyed or wrongfully taken,
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and give the corporation a bond in such sum
as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate or certificates alleged to have been
lost, destroyed or wrongfully taken.

                               TRANSFERS OF SHARES
                               -------------------

         Section 5. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                            CLOSING OF TRANSFER BOOKS
                            -------------------------

         Section 6. The Board of Directors may fix a time, not more than
seventy-five days, prior to the date of any meeting or shareholders or the date
fixed for the payment of any dividend or distribution or the date for the
allotment of rights or the date when any change or conversion or exchange of
shares will be made or go into effect, as a record date for the determination of
the shareholders entitled


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to notice of and to vote at any such meeting or entitled to receive payment of
any such dividend or distribution or to receive any such allotment of rights or
to exercise the rights in respect to any such change, conversion or exchange of
shares. In such case only such shareholders as shall be shareholders of record
on the date so fixed shall be entitled to notice of and to vote at such meeting
or to receive payment of such dividend or to receive such allotment of rights or
to exercise such rights, as the case may be, notwithstanding any transfer of any
shares on the books of the corporation after any record date so fixed. The Board
of Directors may close the books of the corporation against transfers of shares
during the whole or any part of such period and in such case written or printed
notice thereof shall be mailed at least ten days before the closing thereof to
each shareholder of record at the address appearing on the records of the
corporation or supplied by him to the corporation for the purpose of notice.

                             REGISTERED SHAREHOLDERS
                             -----------------------

         Section 7. The corporation shall be entitled to treat the holder of
record of any share or shares as the holder in fact thereof and shall not be
bound to recognize any equitable or other claim to or interest in such share on
the part of any other person, and shall not be liable for any registration or
transfer of shares which are registered or to be registered in the name of a
fiduciary or the nominee of a fiduciary unless made with actual knowledge that a
fiduciary or nominee of a fiduciary is committing a breach of trust in
requesting such registration or transfer, or with knowledge of such facts that
its participation therein amount to bad faith.

                                   ARTICLE VII

                          INDEMNIFICATION AND INSURANCE
                          -----------------------------

            INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS
            --------------------------------------------------------

         Section 1. The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director or officer of the corporation,
or is or was serving at the request of the corporation as a director or officer
of another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to


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<PAGE>

believe this conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.

         Section 2. The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director or
officer of the corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise against expense (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation. No such indemnification against expenses shall be made, however, in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the corporation unless and only to the extent that the Court of Common
Pleas of the county in which the registered office of the corporation is located
or the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Common Pleas or such other court
shall deem proper.

         Section 3. Indemnification under Sections 1 and 2 of this Article shall
be made by the corporation when ordered by a court or upon a determination that
indemnification of the director or officer is proper in the circumstances
because he has met the applicable standard of conduct set forth in those
Sections. Such determination shall be made (1) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders.

         Section 4. In addition to and notwithstanding the limited
indemnification provided in Sections 1, 2 and 3 of this Article, the corporation
shall indemnify and hold harmless its present and future officers and directors
of, from and against any and all liability, expenses (including attorneys'
fees), claims, judgments, fines and amounts paid in settlement, actually
incurred by such person in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal,



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<PAGE>

administrative or investigative (including but not limited to any action by or
in the right of the corporation), to which such person is, was or at any time
becomes, a party, or is threatened to be made a party, by reason of the fact
that such person is, was or at any time becomes a director or officer of the
corporation, or is or was serving or at any time serves at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other person of any nature whatsoever.
Nothing contained in this Section 4 shall authorize the corporation to provide,
or entitle any officer or director to receive, indemnification for any action
taken, or failure to act, which action or failure to act is determined by a
court to have constituted willful misconduct or recklessness.

         Section 5. Expenses incurred in defending a civil or criminal action,
suit or proceeding of the kind described in Sections 1, 2 and 4 of this Article
shall be paid by the corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking, by or on behalf of
the person who may be entitled to indemnification under those Sections, to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation.

         Section 6. The indemnification, advancement of expenses and limitation
of liability provided in this Article shall continue as to a person who has
ceased to be a director or officer of the corporation and shall inure to the
benefit of the heirs, executors and administrators of such a person.

                  Section 7. Nothing herein contained shall be construed as
limiting the power or obligation of the corporation to indemnify any person in
accordance with the Pennsylvania Business Corporation Law as amended from time
to time or in accordance with any similar law adopted in lieu thereof. The
indemnification and advancement of expenses provided under this Article shall
not be deemed exclusive of any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under any agreement,
vote of shareholders or directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding that
office.

         Section 8. The corporation shall also indemnify any person against
expenses, including attorneys' fees, actually and reasonably incurred by him in
enforcing any right to indemnification under this Article, under the
Pennsylvania Business Corporation Law as amended from time to time or under any
similar law adopted in lieu thereof.

         Section 9. Any person who shall serve as director, officer, employee or
agent of the corporation or who shall serve, at the request of the corporation,
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall be deemed to do so with
knowledge of and in reliance upon the rights of indemnification provided in this
Article, in the


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Pennsylvania Business Corporation Law as amended from time to time and in any
similar law adopted in lieu thereof.

                                    INSURANCE
                                    ---------

         Section 10. The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability.

                       LIMITATION OF DIRECTORS' LIABILITY
                       ----------------------------------

         Section 11. No director of this corporation shall be personally liable
for monetary damages as such for any action taken or failure to take any action,
on or after January 27, 1987, unless (a) the director has breached or failed to
perform the duties of his office under Section 8363 of Title 42 of the
Pennsylvania Consolidated Statutes Annotated (relating to the standard of care
and justifiable reliance of directors); and (b) the breach or failure to perform
constitutes self dealing, willful misconduct or recklessness; provided, however,
that the provisions of this Section 11 shall not apply to the responsibility or
liability of a director pursuant to any criminal statute, or the liability of a
director for the payment of taxes pursuant to local, state or federal law.

                                  ARTICLE VIII

                               GENERAL PROVISIONS
                               ------------------

                                    DIVIDENDS
                                    ---------

         Section 1. Dividends upon the shares of the corporation, subject to the
provisions of the articles of incorporation, if any, may be declared by the
Board of Directors at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in its shares, subject to the provisions of
the articles of incorporation.

         Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing


                                       15
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dividends, or for repairing or maintaining any property of the corporation, or
for such other purposes as the directors shall think conducive to the interest
of the corporation, and the directors may modify or abolish any such reserve in
the manner in which it was created.

         Section 3. The directors shall send, or cause to be sent, to the
shareholders, within one hundred twenty (120) days after the close of the fiscal
year of the corporation, a financial report as of the closing date of the
preceding fiscal year.

                                     CHECKS
                                     ------

         Section 4. All checks or demands for money and notes of the corporation
shall be signed manually or by facsimile signature of such officer or officers
or such other person or persons as the Board of Directors may from time to time
designate.

                                   FISCAL YEAR
                                   -----------

         Section 5. The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.

                                      SEAL
                                      ----

         Section 6. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Pennsylvania." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                        SHAREHOLDER EQUITY PROTECTION ACT
                        ---------------------------------

         Section 7. In accordance with Section 910A(1) of the PA Business
Corporation Law, the provisions of Section 910 shall not apply to the
corporation.

                      1990 ANTI-TAKEOVER AMENDMENTS TO THE
                      PENNSYLVANIA BUSINESS CORPORATION LAW
                      -------------------------------------

         Section 8. The provisions of Section 1715 of Title 15 of the
Pennsylvania Consolidated Statutes shall be applicable to the corporation.

         Section 9. Subchapter G of Chapter 25 of Title 15 of the Pennsylvania
Consolidated Statutes as enacted by Act No. 36 of 1990, shall not be applicable
to the corporation.

         Section 10. Subchapter H of Chapter 25 of Title 15 of the Pennsylvania
Consolidated Statutes as amended by Act No. 36 of 1990, shall not be applicable
to the corporation.

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                                   ARTICLE IX

                                   AMENDMENTS
                                   ----------

         Section 1. These by-laws may be altered, amended or repealed by a
majority vote of the shareholders entitled to vote thereon at any regular or
special meeting duly convened after notice to the shareholders of that purpose
or by a majority vote of the members of the Board of Directors at any regular or
special meeting duly convened after notice to the directors of that purpose,
subject always to the power of the shareholders to change such action by the
directors.



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